SUB-ADVISORY AGREEMENT
AMONG XXXXX FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND,
XXXXX FARGO FUNDS MANAGEMENT, LLC AND
CROW POINT PARTNERS, LLC
This AGREEMENT is made as of this 9th day of July,
2010, by and among Xxxxx Fargo Advantage Global Dividend
Opportunity Fund (the "Fund"), a statutory trust organized under
the laws of the State of Delaware with its principal place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Xxxxx Fargo Funds Management, LLC (the "Adviser"), a limited
liability company organized under the laws of the State of
Delaware with its principal place of business at 000 Xxxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and Crow Point
Partners, LLC (the "Sub-Adviser"), a limited liability company
organized under the laws of the State of Delaware, with its
principal place of business at 00 Xxx Xxxxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000.
WHEREAS, the Adviser and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"); and
WHEREAS, the Fund is engaged in business as an closed-end
investment company and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund's Board of Trustees (the "Board") has
engaged the Adviser to perform investment advisory services
for the Fund under the terms of an investment advisory agreement,
dated July 9, 2010, between the Adviser and the Fund (the
"Advisory Agreement"); and
WHEREAS, the Adviser, acting pursuant to the Advisory Agreement,
wishes to retain the Sub-Adviser, and the Fund's Board has
approved the retention of the Sub-Adviser, to provide investment
advisory services to the Fund with respect to the investments of
the Fund other than investments determined by the Board or the
Adviser from time to time to comprise the Fund's option strategy
(the "Non-Option Portfolio"), and the Sub-Adviser is willing to
provide those services on the terms and conditions set forth in
this Agreement;
NOW THEREFORE, the Fund, the Adviser and Sub-Adviser agree as
follows:
Section 1. Appointment of Sub-Adviser. The Fund is engaged in
the business of investing and reinvesting its assets in
securities of the type and in accordance with the limitations
specified in its Declaration of Trust, as amended or
supplemented from time to time, By-Laws (if any) and Registration
Statement(s) filed with the Securities and Exchange Commission
(the "Commission") under the 1940 Act and the Securities Act of
1933 (the "Securities Act"), including any representations made
in the prospectus and statement of additional information
relating to the Fund contained therein and as may be amended or
supplemented from time to time, all in such manner and to such
extent as may from time to time be authorized by the Board.
Subject to the direction and control of the Board, the Adviser
manages the investment and reinvestment of the assets of the Fund
and provides for certain management and other services as
specified in the Advisory Agreement.
Subject to the direction and control of the Board and the
Adviser, the Sub-Adviser shall manage the investment and
reinvestment of the assets of the Fund's Non-Option Portfolio
as specified in this Agreement, and shall provide the management
and other services specified below in Section 2(a), all in such
manner and to such extent as may be directed in writing from
time to time by the Adviser. Notwithstanding anything in this
Agreement to the contrary, the Adviser shall be responsible for
compliance with any statute, rule, regulation, guideline or
investment restriction that applies to the Fund's investment
portfolio as a whole and the Sub-Adviser's responsibility and
liability shall be limited to following any written instruction
the Sub-Adviser receives from the Adviser.
The investment authority granted to the Sub-Adviser shall
include the authority to exercise whatever powers the Fund may
possess with respect to any of the assets of the Fund's
Non-Option Portfolio, including, but not limited to, the power
to exercise rights, options, warrants, conversion privileges,
redemption privileges, and to tender securities pursuant to a
tender offer. The Sub-Adviser shall not, however, be responsible
for voting proxies, for participating in class actions and/or
other legal proceedings on behalf of the Fund, but will provide
such assistance as is reasonably requested in writing by the
Adviser.
Section 2. Duties, Representations and Warranties of the
Sub-Adviser.
(a) The Sub-Adviser shall make decisions with
respect to all purchases and sales of securities and other
investment assets for the Fund's Non-Option Portfolio. To
carry out such decisions, the Sub-Adviser is hereby
authorized, as agent and attorney-in-fact for the Fund, for
the account of, at the risk of and in the name of the Fund,
to place orders and issue instructions with respect to those
transactions of the Fund. In all purchases, sales and other
transactions in securities and other assets for the Fund,
the Sub-Adviser is authorized to exercise full discretion
and act for the Fund and instruct the Fund's custodian (the
"Custodian") in the same manner and with the same force and
effect as the Fund might or could do with respect to such
purchases, sales or other transactions, as well as with
respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other
transactions.
The Sub-Adviser acknowledges that the Fund and other mutual
funds advised by the Adviser (collectively, the "fund complex")
may engage in transactions with certain sub-advisers in the
fund complex (and their affiliated persons) in reliance on
exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule
17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby
agrees that it will not consult with any other sub-adviser of
a fund in the fund complex, or an affiliated person of a
sub-adviser, concerning transactions for a fund in securities
or other fund assets. The Sub-Adviser shall be limited to
managing only the Fund's Non-Option Portfolio, and shall not
consult with the sub-adviser as to any other portion of the
Fund's portfolio concerning transactions for the Fund in
securities or other Fund assets.
(b) Following the close of each calendar quarter, the
Sub-Adviser will report to the Board regarding the investment
performance of the Fund's Non-Option Portfolio since the
prior report, and will also keep the Board informed of
important developments known by it to affect the Fund's
Non-Option Portfolio and the Sub-Adviser, and on its own
initiative will furnish the Board and the Adviser from time to
time with such information as the Sub-Adviser, in its sole
discretion, believes appropriate, whether concerning the
individual companies whose securities are held by the Fund in
its Non-Option Portfolio, the industries in which they engage,
or the economic, social or political conditions prevailing in
each country in which the Fund maintains investments. The
Sub-Adviser will also furnish the Board and the Adviser with
such statistical and analytical information with respect to
securities held by the Fund as the Sub-Adviser, in its sole
discretion, believes appropriate or as the Board or the
Adviser may reasonably request in writing.
The Sub-Adviser shall promptly notify the Adviser of (i) any
material changes regarding the Sub-Adviser that would impact
disclosure in the Fund's Registration Statement(s), or (ii)
any material violation of any requirement, provision, policy
or restriction that the Sub-Adviser is required to comply
with under Section 6 of this Agreement. The Sub-Adviser
shall, within two business days, notify both the Adviser and
the Fund of any legal process served upon it in connection
with its activities hereunder, including any legal process
served upon it on behalf of the Adviser or the Fund. The
Sub-Adviser, upon the written request of the Custodian,
shall reasonably cooperate with the Custodian in the
Custodian's processing of class actions or other legal
proceedings relating to the holdings (historical and/or
current) of the Fund's Non-Option Portfolio.
(c) The Sub-Adviser may from time to time employ or
sub-contract the services of certain persons as the
Sub-Adviser believes to be appropriate or necessary to
assist in the execution of the Sub-Adviser's duties
hereunder; provided, however, that the employment of or
sub-contracting to any such person shall not relieve the
Sub-Adviser of its responsibilities or liabilities hereunder.
The cost of performance of such duties shall be borne and
paid by the Sub-Adviser. No obligation may be imposed on
the Fund in any such respect.
The Sub-Adviser shall supervise and monitor the activities
of its representatives, personnel and agents in connection
with the execution of its duties and obligations hereunder.
The appropriate personnel of the Sub-Adviser will be made
available to consult with the Adviser, the Fund and the
Board at reasonable times and upon reasonable notice
concerning the business of the Fund.
(d) The Sub-Adviser shall maintain records relating to
portfolio transactions and the placing and allocation of
brokerage orders as are required to be maintained by the
Fund under the 1940 Act. The Sub-Adviser shall prepare and
maintain, or cause to be prepared and maintained, in such
form, for such periods and in such locations as may be
required by applicable law, all documents and records
relating to the services provided by the Sub-Adviser
pursuant to this Agreement required to be prepared and
maintained by the Fund pursuant to the rules and regulations
of any national, state, or local government entity with
jurisdiction over the Fund, including the Commission and
the Internal Revenue Service. The books and records
pertaining to the Fund which are in possession of the
Sub-Adviser shall be the property of the Fund. The Fund,
or the Fund's authorized representatives (including the
Adviser), shall have access to such books and records at
all times during the Sub-Adviser's normal business hours.
Upon the reasonable written request of the Fund, copies
of any such books and records shall be provided promptly
by the Sub-Adviser to the Fund's authorized representatives.
(e) The Sub-Adviser represents and warrants to the
Adviser and the Fund that: (i) the retention of the
Sub-Adviser as contemplated by this Agreement is authorized
by the Sub-Adviser's governing documents; (ii) the execution,
delivery and performance of this Agreement does not violate
any obligation by which the Sub-Adviser or its property is
bound, whether arising by contract, operation of law or
otherwise; (iii) this Agreement has been duly authorized
by appropriate action of the Sub-Adviser and when executed
and delivered by the Sub-Adviser will be the legal, valid
and binding obligation of the Sub-Adviser, enforceable against
the Sub-Adviser in accordance with the terms hereof, subject,
as to enforcement, to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to
general equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or law);
(iv) any composite performance record of the Sub-Adviser's
executive officers furnished to the Adviser and the Fund in
writing prior to the date hereof (the "Data") is true and
correct, and has been prepared in accordance with applicable
laws, rules, regulations, interpretations and in accordance
with industry guidelines and standards with respect to
standardized performance information; (v) there is no
information material to an understanding of the Data which
the Sub-Adviser has not provided in writing to the Adviser
prior to the date hereof; (vi) the accounts included in the
Data include all fully discretionary accounts managed by the
Sub- Adviser's executive officers designated to act as
portfolio managers of the Fund over the period covered that
have investment objectives, policies and strategies that are
substantially similar to those that will be followed by the
Fund's Non-Option Portfolio as approved by the Board; (vii)
the Sub-Adviser has the right, free from any legal or
contractual restrictions thereon, to the use, reproduction,
and incorporation of the Data in the public disclosure or
marketing materials of the Fund, including the prospectus
and the statement of additional information and proxy
statements (the "Public Disclosure"); and (viii) the
Sub-Adviser is legally entitled to grant, and hereby grants,
such rights to the Adviser and/or the Fund with respect to
the use of the Data in the Public Disclosure, including
with respect to any Public Disclosure filed with the
Commission prior to the date hereof.
Section 3. Delivery of Documents to the Sub-Adviser. The
Adviser has furnished the Sub-Adviser with true, correct
and complete copies of the following documents:
(a) The Declaration of Trust, as in effect on the date hereof;
(b) The Registration Statement(s) filed with the Commission
under the 1940 Act, including the form of prospectus related
to the Fund included therein;
(c) The Advisory Agreement; and
(d) Written guidelines, policies and procedures adopted by
the Fund.
The Adviser will furnish the Sub-Adviser with all future
amendments and supplements to the foregoing as soon as
practicable after such documents become available. The
Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser
may reasonably request in connection with the performance
of its duties hereunder.
Sub-Adviser shall not be responsible for compliance with
any document, materials, instruction or other information
not provided to Sub-Adviser in a timely manner until a
reasonable time after receipt of same by Sub-Adviser.
The Sub-Adviser shall furnish the Adviser with written
certifications, in such form as the Adviser shall
reasonably request in writing, that it has received and
reviewed the most recent version of the foregoing documents
provided by the Adviser and that it will comply with such
documents in the performance of its obligations under
this Agreement.
Section 4. Delivery of Documents to the Adviser. The
Sub-Adviser has furnished, and in the future will furnish,
the Adviser with true, correct and complete copies of each
of the following documents:
(a) The Sub-Adviser's most recent Form ADV;
(b) The Sub-Adviser's most recent balance sheet; and
(c) The current Code of Ethics of the Sub-Adviser, adopted
ursuant to Rule 17j-1 under the 1940 Act, and annual
certifications regarding compliance with such Code.
In addition, the Sub-Adviser will furnish the Adviser
with (i) a summary of the results of any future examination
of the Sub-Adviser by the Commission or other regulatory
agency with respect to the Sub-Adviser's activities
hereunder; and (ii) copies of its policies and procedures
adopted pursuant to Rule 206(4)-7 under the Advisers Act.
The Sub-Adviser will furnish the Adviser with all
such documents as soon as practicable after such documents
become available to the Sub-Adviser, to the extent that
such documents have been changed materially. The
Sub-Adviser shall furnish the Adviser with any further
documents, materials or information as the Adviser may
reasonably request in connection with Sub-Adviser's
performance of its duties under this Agreement, including,
but not limited to, information regarding the Sub-Adviser's
financial condition, level of insurance coverage and any
certifications or sub-certifications which may reasonably
be requested in connection with Fund registration
statements, Form N-CSR filings or other regulatory filings,
and which are appropriately limited to Sub-Adviser's
responsibilities under this Agreement.
Section 5. Control by Board. As is the case with
respect to the Adviser under the Advisory Agreement, any
investment activities undertaken by the Sub-Adviser pursuant
to this Agreement, as well as any other activities
undertaken by the Sub-Adviser on behalf of the Fund, shall
at all times be subject to the direction and control of the
Fund's Board.
Section 6. Compliance with Applicable Requirements. In
carrying out its obligations under this Agreement, the
Sub-Adviser shall at all times comply with:
(a) investment guidelines, policies and restrictions
established by the Board that have been communicated in
writing to the Sub-Adviser;
(b) all applicable provisions of the 1940 Act and the
Advisers Act, and any rules and regulations adopted
thereunder;
(c) the Registration Statement(s) of the Fund, as it
may be amended from time to time (including and information
transmitted pursuant to Rule 8b-16 under the 1940 Act),
filed with the Commission under the Securities Act and the
1940 Act and delivered to the Sub-Adviser;
(d) the provisions of the Declaration of Trust of the
Fund, as it may be amended or supplemented from time to
time and delivered to the Sub-Adviser;
(e) the provisions of the Internal Revenue Code of
1986, as amended, applicable to the Fund, and any rules
and regulations adopted thereunder; and
(f) any other applicable provisions of state or federal
law, and any rules and regulations adopted thereunder.
Section 7. Proxies. The Adviser shall have responsibility
to vote proxies solicited with respect to issuers of
securities in which assets of the Fund are invested from
time to time in accordance with the Fund's policies on
proxy voting. The Sub-Adviser will provide, when requested
in writing by the Adviser, information on a particular
issuer to assist the Adviser in the voting of a proxy.
Section 8. Expenses. All of the ordinary business expenses
incurred in the operations of the Fund and the offering of
its shares shall be borne by the Fund unless specifically
provided otherwise in this Agreement or otherwise agreed by
the Fund and the Adviser and/or Sub-Adviser. The expenses
borne by the Fund include, but are not limited to, brokerage
commissions, taxes, legal, auditing or governmental fees,
the cost of preparing share certificates, custodian, transfer
agent and registrar costs, all stock exchange listing expenses,
expense of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale,
expenses relating to Board and shareholder meetings, the cost
of preparing and distributing reports and notices to
shareholders, the fees and other expenses incurred by the
Fund in connection with membership in investment company
organizations and the cost of printing copies of prospectuses
and statements of additional information distributed to the
Fund's shareholders.
The Sub-Adviser shall pay its own expenses in connection with
the services to be provided by it pursuant to this Agreement.
In addition, the Sub-Adviser shall be responsible for
reasonable out-of-pocket costs and expenses incurred by the
Adviser or the Fund: (a) to prepare press releases or to
amend the Fund's registration statement or supplement the
Fund's prospectus, and circulate the same, solely to reflect
a change in the personnel of the Sub-Adviser responsible for
making investment decisions in relation to the Fund; (b) to
obtain shareholder approval of a new sub-advisory agreement
as a result of a "change in control" (as such term in defined
in Section 2(a)(9) of the 0000 Xxx) of the Sub-Adviser, or to
otherwise comply with the 1940 Act, the Securities Act, or
any other applicable statute, law, rule or regulation, as a
result of such change; or (c) to meet other legal or
regulatory obligations covered by actions of the Sub-Adviser.
Section 9. Compensation. As compensation for the
sub-advisory services provided under this Agreement, the
Adviser shall pay the Sub-Adviser fees, payable monthly,
at the annual rates indicated on Appendix A hereto, as
such Schedule may be amended or supplemented as agreed to
in writing by the parties from time to time. It is
understood that the Adviser shall be responsible for the
Sub-Adviser's fee for its services hereunder, and the Sub-Adviser
agrees that it shall have no claim against the Fund with
respect to compensation under this Agreement.
Section 10. Standard of Care. The Fund and the
Adviser will expect of the Sub-Adviser, and the Sub-Adviser
will give the Fund and the Adviser the benefit of, the
Sub-Adviser's best judgment and efforts in rendering its
services to the Fund, and the Sub-Adviser shall not be
liable hereunder for any mistake in judgment. In the
absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder
on the part of the Sub-Adviser or any of its officers,
directors, employees or agents, the Sub-Adviser shall
not be subject to liability to the Adviser, to the Fund
or to any shareholders in the Fund for any act or omission
in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. Notwithstanding
the foregoing, the Sub-Adviser shall be responsible for the
accuracy and completeness (and liable for the lack thereof)
of the statements and Data furnished by the Sub-Adviser for
use by the Adviser in the Fund's offering materials
(including the prospectus, the statement of additional
information, advertising and sales materials) and any proxy
statements that pertain to the Sub-Adviser, the portfolio
managers of the Fund and the investment of the Fund's
Non-Option Portfolio.
Nothing in this Agreement (including Sections 10, 15 or 16
of this Agreement) shall be construed to relieve either the
Sub-Adviser or the Adviser of any claims or liability arising
under federal securities laws or any non-waivable provisions
of any other federal or state laws.
Section 11. Non-Exclusivity. The services of the Sub-Adviser
to the Adviser and the Fund are not to be deemed to be
exclusive, and the Sub-Adviser shall be free to render
investment advisory and administrative or other services
to others (including other investment companies) and to
engage in other activities. It is understood and agreed
that officers or directors of the Sub-Adviser are not
prohibited from engaging in any other business activity or
from rendering services to any other person, or from
serving as partners, officers, directors or trustees of
any other firm or trust, including other investment
advisory companies.
It is understood that the Sub-Adviser performs
investment advisory services for various clients,
including accounts of clients in which the Sub-Adviser
or associated persons have a beneficial interest. The
Sub-Adviser may give advice and take action in the performance
of its duties with respect to any of its other clients,
which may differ from the advice given, or the timing or
nature of action taken, with respect to the assets of the
Fund. Nothing in this Agreement shall be deemed to impose
upon the Sub-Adviser any obligation to purchase or sell for
the Fund any security or other property that the
Sub-Adviser purchases or sells for its own accounts or
for the account of any other client.
Any information or recommendations supplied by the Sub-Adviser
to the Adviser or the Fund in connection with the performance
of its obligations hereunder shall be treated as confidential
and for use by the Adviser, the Fund or such persons as they
may designate, solely in connection with the Fund's Non-Option
Portfolio, except as required by applicable law or as
otherwise provided hereunder, it being understood and agreed
that the Adviser and the Fund may disclose Fund portfolio
holdings information in accordance with the Fund's policies
and procedures governing the disclosure of Fund portfolio
holdings, as amended or supplemented from time to time.
Information supplied by the Adviser or the Fund to the
Sub-Adviser in connection with performing its obligations
under this Agreement shall be treated by the Sub-Adviser
as confidential and for use by the Sub-Adviser solely in
connection with the Fund's Non-Option Portfolio and the
performance of the Sub-Adviser's obligations hereunder.
The Sub-Adviser may include the Fund in its representative
client list.
Section 12. Records. The Sub-Adviser shall, with
respect to orders the Sub-Adviser places for the purchase and
sale of portfolio securities of the Fund's Non-Option
Portfolio, maintain or arrange for the maintenance of the
documents and records required pursuant to Rule 31a-1 under
the 1940 Act, as well as trade tickets and confirmations of
portfolio trades, and such other records as the Adviser
reasonably requests to be maintained. All such records shall
be maintained in a form reasonably acceptable to the Adviser
and the Fund and in compliance with the provisions of Rule
31a-1 or any successor rule. All such records will be the
property of the Fund, and will be made available for
inspection by the Fund and its authorized representatives
(including the Adviser). The Sub-Adviser shall promptly,
upon the Fund's written request, surrender to the Fund
those records that are the property of the Fund; provided,
however, that the Sub-Adviser may retain copies of such records.
Section 13. Term and Approval. This Agreement shall
become effective with respect to the Fund after it is
approved in accordance with the express requirements of
the 1940 Act, and executed by the Fund, Adviser and
Sub-Adviser and shall thereafter continue from year to
year, provided that the continuation of the Agreement
is approved in accordance with the requirements of the
1940 Act, which currently requires that the continuation
be approved at least annually:
(a) (i) by the Fund's Board of Trustees or (ii) by the
vote of "a majority of the outstanding voting securities"
of the Fund (as defined in Section 2(a)(42) of the 1940 Act,
and
(b) by the affirmative vote of a majority of the Fund's
Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of a
party to this Agreement (other than as Trustees of the Fund),
by votes cast in person at a meeting specifically called for
such purpose.
Section 14. Termination. This Agreement may be terminated
with respect to the Fund at any time, without the payment of
any penalty, by vote of the Board or by vote of a majority
of the Fund's outstanding voting securities, or by the Adviser
or Sub-Adviser upon sixty (60) days' written notice to the other
parties. The notice provided for herein may be waived by the
party entitled to receipt thereof. This Agreement shall
automatically terminate in the event of its assignment,
the term "assignment" for purposes of this paragraph having
the meaning defined in Section 2(a)(4) of the 1940 Act, as it
may be interpreted by the Commission or its staff in interpretive
releases, or applied by the Commission staff in no-action
letters, issued under the 1940 Act.
This Agreement may also be terminated immediately
by the Adviser, the Sub-Adviser or the Fund in the event
that another party: (i) breaches a material term of this
Agreement; or (ii) commits a material violation of any
governing law or regulation; or (iii) engages in conduct
that would have a material adverse effect upon the
reputation or business prospects of a terminating party.
Section 15. Indemnification by the Sub-Adviser.
In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties
hereunder on the part of the Fund or the Adviser, or any of
their respective officers, directors, employees, affiliates
or agents, the Fund and the Adviser, respectively, shall not
be responsible for, and the Sub-Adviser hereby agrees to
indemnify and hold harmless the Fund and the Adviser and
their respective officers, directors, employees, affiliates
and agents (severally, but not jointly) against any and all
losses, damages, costs, charges, reasonable counsel fees,
payments, expenses, liability, claims, actions, suits or
proceedings at law or in equity whether brought by a private
party or a governmental department, commission, board, bureau,
agency or instrumentality of any kind, arising out of or
attributable to the willful misfeasance, bad faith, grossly
negligent acts or reckless disregard of obligations or duties
hereunder or the breach of any representation and warranty
hereunder on the part of the Sub-Adviser or any of its
officers, directors, employees affiliates or agents.
Notwithstanding the foregoing, the Sub-Adviser shall not be
liable hereunder for any losses or damages resulting from
the Sub-Adviser's adherence to the Adviser's written
instructions, or for any action or inaction by the
Sub-Adviser consistent with the Standard of Care described
in Section 10 of this Agreement.
Section 16. Indemnification by the Adviser. Provided that
the conduct of the Sub-Adviser, its partners, employees,
affiliates and agents is consistent with the Standard of
Care described in Section 10 of this Agreement, the
Sub-Adviser shall not be responsible for, and the Adviser
hereby agrees to indemnify and hold harmless the Sub-Adviser,
its partners, employees, affiliates and agents against any
and all losses, damages, costs, charges, reasonable counsel
fees and expenses, payments, expenses, liability, claims,
actions, suits or proceedings at law or in equity whether
brought by a private party or a governmental department,
commission, board, bureau, agency or instrumentality of any
kind, relating to the Sub-Adviser's act(s) or omission(s) in
the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase,
holding or sale of any security, or arising out of or
attributable to conduct of the Adviser relating to: (i)
the advertising, solicitation, sale, purchase or pledge of
securities, whether of the Fund or other securities,
undertaken by the Fund, its officers, directors, employees,
affiliates or agents, (ii) any violations of the securities
laws, rules, regulations, statutes and codes, whether federal
or of any state, by the Fund or the Adviser, respectively, or
their respective officers, directors, employees, affiliates or
agents, or (iii) the willful misfeasance, bad faith, grossly
negligent acts or reckless disregard of obligations or duties
hereunder on the part of the Fund or the Adviser, respectively,
or their respective officers, directors, employees, affiliates
or agents.
Section 17. Notices. Any notices under this Agreement shall
be in writing, addressed and delivered or mailed postage paid
to the other party at such address as such other party may
designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Fund
shall be 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Xxxxx Fargo Funds Management, LLC, Attention: C. Xxxxx Xxxxxxx,
and that of the Adviser shall be 000 Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: C. Xxxxx Xxxxxxx,
and that of the Sub-Adviser shall be 00 Xxx Xxxxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000, Attention: Xxxxx X. XxXxxxxx.
Section 18. Questions of Interpretation. Any question of
interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to
such terms or provision of the 1940 Act and to interpretations
thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules,
regulations or orders of the Commission, or interpretations of
the Commission or its staff, or Commission staff no-action
letters, issued pursuant to the 1940 Act. In addition, where
the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of this Agreement is revised
by rule, regulation or order of the Commission, such provision
shall be deemed to incorporate the effect of such rule,
regulation or order. The duties and obligations of the
parties under this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware to the
extent that state law is not preempted by the provisions of
any law of the United States heretofore or hereafter enacted.
Section 19. Amendment. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or
termination is sought. If shareholder approval of an amendment
is required under the 1940 Act, no such amendment shall become
effective until approved by a vote of the majority of the
outstanding shares of the Fund. Otherwise, a written
amendment of this Agreement is effective upon the approval
of the Board, the Adviser and the Sub-Adviser.
Section 20. Xxxxx Fargo Name. The Sub-Adviser and
the Fund each agree that the name "Xxxxx Fargo," which
comprises a component of the Fund's name, is a property
right of the parent of the Adviser. The Fund agrees and
consents that: (i) it will use the words "Xxxxx Fargo" as
a component of its corporate name, the name of any series or
class, or all of the above, and for no other purpose; (ii) it
will not grant to any third party the right to use the name
"Xxxxx Fargo" for any purpose; (iii) the Adviser or any
corporate affiliate of the Adviser may use or grant to others
the right to use the words "Xxxxx Fargo," or any
combination or abbreviation thereof, as all or a portion of
a corporate or business name or for any commercial purpose,
other than a grant of such right to another registered
investment company not advised by the Adviser or one of
its affiliates; and (iv) in the event that the Adviser or
an affiliate thereof is no longer acting as investment
adviser to the Fund, the Fund shall, upon request by the
Adviser, promptly take such action as may be necessary to
change its corporate name to one not containing the words
"Xxxxx Fargo" and following such change, shall not use the
words "Xxxxx Fargo," or any combination thereof, as a part
of its corporate name or for any other commercial purpose,
and shall use its best efforts to cause its trustees,
officers and shareholders to take any and all actions that
the Adviser may request to effect the foregoing and to
reconvey to the Adviser any and all rights to such words.
Section 21. Risk Acknowledgement. The Sub-Adviser does
not guarantee the future performance of the Fund, the success
of any investment decision or strategy that the Sub-Adviser
may use, or the success of the Sub-Adviser's overall
management of the Fund's Non-Option Portfolio. Each of the
Fund and the Adviser understand that investment decisions
made for the Fund by the Sub-Adviser are subject to various
market, currency, economic and business risks, and that
those investment decisions will not always be profitable.
The Sub-Adviser will manage only the Crow Point portion and,
in making investment decisions for the Fund, the Sub-Adviser
will not consider any other securities, cash, or other
investments covered by the Fund.
Section 22. Authority to Execute Agreement. Each of the
individuals whose signature appears below represents and
warrants that he or she has full authority to execute this
Agreement on behalf of the party on whose behalf he or she
has affixed his or her signature to this Agreement. The Fund
and the Adviser will deliver to the Sub-Adviser such evidence
of its authority with respect to this Agreement as Sub-Adviser
may reasonably require. The Sub-Adviser will deliver to the
Fund and the Adviser such evidence of its authority with
respect to this Agreement as the Fund or the Adviser may
reasonably require.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in triplicate by their respective
officers on the day and year
first written above.
XXXXX FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Xxxxxx XxXxxxx
Assistant Treasurer
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
W. Xxxxxxx Xxxx
Executive Vice President
CROW POINT PARTNERS, LLC
By:
Xxxxx X. XxXxxxxx
Managing Director
APPENDIX A
CROW POINT PARTNERS, LLC SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND
This fee agreement is effective as of the 9th day of July,
2010, by and between Xxxxx Fargo Advantage Global Dividend
Opportunity Fund (the "Fund"), Xxxxx Fargo Funds Management,
LLC (the "Adviser") and Crow Point Partners, LLC (the
"Sub-Adviser").
WHEREAS, the parties have entered into an Investment
Sub-Advisory Agreement ("Sub-Advisory Agreement") whereby
the Sub-Adviser provides management and other services to
the Fund; and
WHEREAS, the Sub-Advisory Agreement provides that the fees
to be paid to the Sub-Adviser are to be as indicated on
this Appendix A;
The Adviser pays the Sub-Adviser a fee at an annual rate of
0.20% of the Fund's total assets.
If the Sub-Adviser shall provide management and other
services for less than the whole of a month, the foregoing
compensation shall be prorated based on the number of days
in the month that such Sub-Adviser provided management and
other services to the Fund.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The foregoing fee schedule is agreed to as of this 9th day
of July, 2010, and shall remain in effect until agreed and
changed in writing by the parties.
XXXXX FARGO ADVANTAGE GLOBAL DIVIDEND OPPORTUNITY FUND
By:
Xxxxxx XxXxxxx
Assistant Treasurer
XXXXX FARGO FUNDS MANAGEMENT, LLC
By:
W. Xxxxxxx Xxxx
Executive Vice President
CROW POINT PARTNERS, LLC
By:
Xxxxx X. XxXxxxxx
Managing Director
